Dear Fellow Shareholder

On behalf of the Infratil Board of Directors, it is my pleasure to offer Eligible Shareholders the opportunity to subscribe for new ordinary shares in Infratil through this Retail Offer. This opportunity gives all Eligible Shareholders the chance to purchase additional Infratil shares without incurring brokerage or other transaction costs. Further details regarding who is eligible to participate, limits on participation and pricing, are explained below.

Purpose of the equity raise
The Retail Offer is part of the equity raise that we announced on 17 June 2024, the first component of which was the Placement that was completed on 18 June 2024 and successfully raised NZ$1,000 million.

The proceeds of the equity raise will be used to fund accelerated growth of Infratil’s portfolio entity, CDC, and provide additional balance sheet flexibility to allow Infratil to continue to invest across its portfolio. We encourage you to read the Investor Presentation for the Placement that was released on 17 June 2024 which will provide more details on why Infratil decided to undertake the equity raise.
Structure of the equity raise

Structure of the equity raise
The Board selected the overall structure for the equity raise announced on 17 June 2024, being a Placement and this Retail Offer, as it offered the primary benefit of rapid execution for the largest component of the raise (which reduces market risk, and therefore supports a smaller discount to Infratil’s trading price and provides maximum certainty of size) and it can be implemented in a manner that is consistent with the Board’s goal of ensuring fairness to all shareholders. In particular, the Retail Offer enables almost all eligible retail shareholders the opportunity to maintain their relative shareholding in Infratil if they desire to participate.

Infratil is seeking to raise NZ$150 million through this Retail Offer, with the ability to accept oversubscriptions at Infratil’s complete discretion. The Retail Offer will enable all Eligible Shareholders to acquire Infratil shares at a price which cannot be more than the price at which new shares were issued in the Placement, being NZ$10.15 per Infratil share (representing a discount of 6.8% to the closing price of Infratil Shares on the NZX of NZ$10.89 on 14 June 2024).

Who can participate in the Retail Offer and how much can they apply for?
In short, you are eligible to participate in the Retail Offer if you were recorded in Infratil's share register as being a holder of Infratil shares and having an address in New Zealand or Australia as at 9.00pm (NZST) / 7.00pm (AEST) on 14 June 2024 (being the “Record Date” for the Retail Offer).

Each Eligible Shareholder who is resident in New Zealand may apply to subscribe for up to NZ$150,000 worth of shares in the Retail Offer.

Each Eligible Shareholder who is resident in Australia may apply to subscribe for up to A$45,000. The lower limit on participation for Australian resident shareholders reflects the legal rules applicable to offers of this nature in Australia and Infratil has previously been unsuccessful in seeking relief from ASIC to enable Australian resident shareholders to apply for a higher amount.

Applications may be scaled in the event of oversubscriptions
If the Retail Offer is oversubscribed and Infratil receives Applications for more than NZ$150 million of shares, Infratil may elect to accept oversubscriptions and/or scale back the number of new shares to be allotted under this Retail Offer to each applicant (at its complete discretion).

If the Retail Offer is oversubscribed and Infratil receives Applications for more than NZ$150 million of shares, Infratil may elect to accept oversubscriptions and/or scale back the number of new shares to be allotted under this Retail Offer to each applicant (at its complete discretion).
 
If Infratil elects to scale back Applications, it will do so by reference only to the number of fully paid Infratil shares held by those Eligible Shareholders accepting the Retail Offer on the Record Date. In practical terms, this means that:

• Infratil will apply scaling so that, as far as is practicable, shareholders who apply for a number of new shares that will allow them to maintain their proportionate ownership in Infratil will receive those shares (subject to the overall size of the Retail Offer and the monetary limit on participation applicable to each shareholder).
• Applying for a monetary amount in the Retail Offer does not necessarily mean that you will be allocated new shares that equate to that monetary amount. If scaling is applied and you have applied for a monetary amount that equates to a number of new shares that exceeds the number of new shares required to enable you to maintain your proportionate ownership in Infratil, the size of your Application may be reduced in the to the level required to enable you to maintain your proportionate ownership.

Minimum amount that you need to apply for to maintain proportionate ownership
 An Eligible Shareholder that wishes to, at minimum, maintain their proportionate shareholding in Infratil following completion of the Retail Offer would need to subscribe for at least 136 shares for every 1,000 shares that they own on the Record Date. In dollar terms, this means that your application to participate in the Retail Offer must be for at least NZ$1,381 for every 1,000 shares you hold.¹

What price are shares being issued at in the Retail Offer?
The price per share under the Retail Offer will be the lower of:

• NZ$10.15, being the price new shares were issued in the Placement (representing a discount of 6.8% to the closing price of Infratil Shares on the NZX of NZ$10.89 on 14 June 2024); or
• a 2.5% discount to the five-day volume weighted average price of Infratil shares traded on the NZX during the five NZX trading days up to, and including, the Closing Date

Dividend Reinvestment Plan
The Board recognises that the equity raise has been announced during the reference period that is used to calculate the “strike price” at which new shares are to be issued under the terms of Infratil’s dividend reinvestment plan in respect of Infratil’s FY24 final dividend. At this stage, without limiting the Board’s discretion, the Board expects the dividend reinvestment plan to remain in operation in respect of the FY24 final dividend and that it will exercise its discretion to ensure that the “strike price” is the lower of the “strike price” that arises from the usual calculation and NZ$10.15, being the price new shares were issued in the Placement. The Board’s final decision regarding the “strike price” will be announced on 24 June 2024.

Further details, including how to apply to participate in the Retail Offer
Details of the Retail Offer, including terms and conditions of the offer and an explanation of how Eligible Shareholders can participate, are contained in the Offer Document. All documents relating to the Retail Offer, as well as the Investor Presentation for the Placement that was released on 17 June 2024, are available to Eligible on this website.

If you wish to participate in the Retail Offer, please ensure that you submit an Application and make payment no later than 5.00pm (NZST) / 3.00pm (AEST) on 8 July 2024. If you are a Custodian, you also need to complete and return a Custodian Certificate (which is available on request from Infratil’s Share Registrar, MUFG Corporate Markets) to the email address on the Custodian Certificate by the application deadline. Participation in the Retail Offer is optional.

Shares under the Retail Offer are expected to be allotted on or around 16 July 2024 and will rank equally with all existing Infratil shares on issue at that date.

Conclusion
The Offer Document contains important information about the Retail Offer. I encourage you to read it carefully and take the time to consider the offer and seek financial, investment, or other professional advice from a qualified professional advisor.

The Board and management team remain excited about the future for Infratil and its current growth prospects, having delivered sustained excellent value to shareholders over the last 30 years by offering exposure to a diversified portfolio of global infrastructure assets. Reflecting their commitment, I am pleased to confirm that all Infratil Directors who are Eligible Shareholders intend to participate in the equity raise by acquiring their ‘pro rata’ share.

On behalf of the Board, I welcome your participation in the Retail Offer and thank you for your continued support of Infratil.

Yours sincerely,

Alison Gerry

Chair, Infratil Limited

¹The calculations in this paragraph assume that (i) the Retail Offer raises NZ$150 million (with no oversubscriptions accepted or scaling applied), and (ii) the per share issue price in the Retail Offer is NZ$10.15 (being the per share issue price in the Placement).